Nova Leap Health Corp. Announces Brokered Private Placement with Haywood Securities Inc. and Gravitas Securities Inc.
September 6, 2018 (Source) — NOVA LEAP HEALTH CORP. (TSXV: NLH) (“Nova Leap” or the “Company“) is pleased to announce that it has appointed Haywood Securities Inc. (“Haywood”) and Gravitas Securities Inc. (“Gravitas”) together as Co-Lead Agents on behalf of a syndicate of agents to be formed (collectively, the “Agents”) to sell, by way of a private placement on a best efforts basis, up to 7,142,857 common shares of the Company (“Common Shares”) at a price of $0.35 per Common Share (the “Issue Price”) for gross proceeds of up to $2,500,000 (the “Offering”).
The Agents have been granted the option to sell up to an additional 1,071,429 Common Shares at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
The Company intends to use the net proceeds of the Offering to fund the acquisition of the home care business in the Commonwealth of Massachusetts, United States as announced on August 20, 2018 and for working capital and general corporate purposes.
The Company will, upon the closing of the Offering: 1) pay the Agents a cash commission equal to 8.0% of the gross proceeds of the Offering, except in respect of any subscriptions by purchasers on the President’s List, which will only have a cash commission equal to 2.0% of the gross proceeds from the sale of Common Shares under the Offering; and 2) issue to the Agents compensation options equal to 8.0% of the Common Shares sold to purchasers not listed on the President’s List and 2.0% of the number of Common Shares sold to purchasers listed on the President’s List, subject to compliance with all required regulatory approvals. The compensation options shall have an exercise price per compensation option that is equal to the Issue Price and have a term of 24 months from the closing date of the Offering.
The Offering may be completed in multiple closings, with the final closing expected to occur on or before October 12, 2018, subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.
This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Nova Leap
The Home Care Providers industry is one of the fastest growing healthcare industries in Canada and the United States. Home care saves patients billions of dollars every year by treating them in their own homes instead of in hospitals. An aging population, the prevalence of chronic disease, growing physician acceptance of home care, medical advancements and a movement toward cost-efficient treatment options from public and private payers have all fostered industry growth. Nova Leap is focused on a highly fragmented market of small privately-held companies providing patients one on one care in their homes, facilities or hospice. Nova Leap’s post-acquisition organic growth strategy is to increase annual revenue per location through a combination of increased employee investment, including training, focused sales and marketing efforts, billing rate increases, expansion of geographical coverage, and improved referral sources.
FORWARD LOOKING INFORMATION:
Certain information in this press release may contain forward-looking statements, such as statements regarding future expansions and cost savings, the Company’s expected 2018 revenue run rate and plans regarding future acquisitions and financings. This information is based on current expectations and assumptions, including assumptions concerning the Company’s ability to integrate its acquired businesses and maintain previously achieved service hour and revenue levels, that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Risks that could cause results to differ from those stated in the forward-looking statements in this release include regulatory changes affecting the home care industry, unexpected increases in operating costs and competition from other service providers. All forward-looking statements, including any financial outlook or future-oriented financial information, contained in this press release are made as of the date of this release and included for the purpose of providing information about management’s current expectations and plans relating to the future. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.